exv10w01






Exhibit 10.01




AMENDMENT NO. 2008-1




TO

BROOKS AUTOMATION, INC.

DEFERRED COMPENSATION PLAN




WHEREAS, Brooks Automation, Inc., a Delaware corporation (the “Company”), maintains the Brooks
Automation Inc. Deferred Compensation Plan (the “Plan”), effective as of June 20, 2006; and



WHEREAS, all capitalized terms used herein have the meanings set forth in the Plan unless otherwise
indicated in this amendment; and



WHEREAS, the Company desires to amend the Plan to allow participation by members of its Board of
Directors; and



WHEREAS, the Company is empowered to amend the Plan pursuant to Section Article 10.2 of the Plan.




Amendment.
The Company may, at any time, amend or modify the Plan in whole or in part;
provided, that no amendment or modification shall be effective if it would cause a
Participant’s Account Balance, determined immediately after the amendment takes effect, to be
lower than it was immediately before the amendment took effect.



NOW, THEREFORE, the Company hereby amends the Plan, effective as of July 1, 2008 (the “Effective
Date”), as follows:




	1.	 	Section 2.1 shall be replaced in its entirety with the following language:
	 
	 	 	Selection by Administrator. Eligibility for the Plan shall be limited to Directors and
to a select group of management or highly compensated Employees who are selected by the
Administrator in its sole discretion. The Administrator shall separately select those
management or highly compensated Employees, if any, who are eligible for the SERP Feature.






	2.	 	Section 3.2 shall be replaced in its entirety with the following language:
	 
	 	 	Elective Deferrals: Maximum Requirements. For any Plan Year, a Participant’s Elective
Deferrals, if any, shall be subject to the following percentage maxima:





	 	 	 	 	 
	Deferral	 	Maximum Percentage
	Base Salary
	 	 	90	%
	Bonus
	 	 	100	%
	Commissions
	 	 	100	%
	Director Fees
	 	 	100	%






 









 






	 	 	If a Participant first becomes eligible to make Elective Deferrals during a Plan Year, the
foregoing maximum percentages shall be applied to the future compensation affected by the
Participant’s mid-year election. For compensation that is earned based upon a specified
performance period, “future compensation” shall be deemed for this purpose not to exceed
the total amount of such compensation earned for the performance period, multiplied by a
fraction, the numerator of which is the number of days remaining in the service period
after the Participant’s deferral election take effect, and the denominator of which is the
total number of days in the performance period.
	 
	3.	 	Section 8 shall be replaced in its entirety with the following language:
	 
	 	 	Distribution of Small Accounts. If, at the time an Account becomes payable under
Article 4, 5, 6 or 7 thereof, the vested balance of such Account is $15,000 or less, payment
shall be made in a single lump sum payment (or, if payable under Article 7 to more than one
Beneficiaries, in lump sum payments) notwithstanding any election to have payment made under
the Annual Installment Method.
	 
	4.	 	Except as specifically provided in this amendment, the remaining provisions of the Plan shall
remain in full force and effect.





IN WITNESS WHEREOF, the Company has signed this amendment as of May 6, 2008.



	 	 	 	 	 
	 	Brooks Automation, Inc. 

a Delaware corporation

 	 
	 	By:  	/s/ Thomas S. Grilk
 	 
	 	 	Title: Senior Vice President, General Counsel & Secretary 	 
	 	 	 	 
	 




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